Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The fees in any and all such financings shall be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions. 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 45% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business CombinationCombination (but in no event longer than three years from the consummation of the Offering), the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders officers for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(sofficer(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 35% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 35% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders or their affiliates for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 45% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders or their affiliates for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory direcvery and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 35% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions.). EarlyBirdCapital, Inc._______, 2022Page 28 of 44 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory direcvery and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 35% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the this Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the this Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory delivery and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to be paid a gross spread or fees in from any and all such financings shall in an amount to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions. 3.30.2. For a period commencing on the consummation of the Offering date hereof and continuing until ending one year after from the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative and will be based on the prevailing market for similar offerings.

Rights of First Refusal. 3.30.1. The Representative is hereby granted a right of first refusal for a period commencing on the consummation of the Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no event longer than three years from the consummation of the Offering), to act as book running manager, placement agent and/or arranger (with the Representative on the cover page of any offering materials related to such financing and holding the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing, directory and stabilization), as the case may be, for all financings where the Company seeks to raise equity, equity-linked, debt or mezzanine financings relating to or in connection with a Business Combination. The Combination and to receive at least 45% of the aggregate gross spread or fees from any and all such financings (such gross spread or fees in any and all such financings shall to be mutually determined in good faith by the Company and the Representative and based on the prevailing market for similar transactions). 3.30.2. For a period commencing on the consummation of the Offering and continuing until one year after the consummation of the Business Combination, the Representative shall have the right to act as lead underwriter for the next U.S.-registered public offering of securities undertaken by any of the Insiders Sponsor or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for the purpose of raising capital and placing 90% or more of the proceeds in a trust (or similar) account to be used to acquire one or more operating businesses which have not been identified at the time of the capital raising transaction. The terms of such offering shall be mutually determined in good faith by the applicable Insider(s) and the Representative parties thereto and will be based on the prevailing market for similar offerings.